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HomeMy WebLinkAboutContracts & Agreements_99-2019RECORDING REQUESTED BY PUBLIC WORKS DEPARTMENT CITY OF REDLANDS WHEN RECORDED RETURN TO CITY CLERK'S OFFICE CITY OF REDLANDS P O BOX 3005 REDLANDS, CA 92373 Electronically Recorded in Official Records, County of San Bernardino BOB DUTTON ASSESSOR RECORDER CLERK 367 City of Redlands Clerk Doc# 2019-0172395 11111111111111 1111111111111111I 5/29/2019 12 51 PM KE Titles 1 Pages 22 Fees 00 Taxes 00 CA SB2 Fee 00 Others 00 Paid 00 (THIS SPACE FOR RECORDER'S USE ONLY) FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 CITY OF REDLANDS PUBLIC IMPROVEMENT AGREEMENT [HIS AGREEMENT is made 19th day of February, 2019 ("Effective Date") by and between the City of Redlands, a municipal corporation, hereinaftei referred to as "City," and CIVF V — CA1B02, LLC, a Delaware limited liability company, hereinafter referred to as "Developer " City and Developer are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, Developer is the owner or authorized developer of property located in the City of Redlands and has received City approval foi CRA No 894 (the "Project' ), foi which Developer is obligated to construct certain improvements (the "Improvements") as a condition of approval of the Pioject, and WHEREAS, City desires to ensure that the Improvements will be constructed in a good and workmanlike manner and in accordance with City laws, and WHEREAS, Developer acknowledges that it is familial with the provisions of thc Redlands Municipal Code and agrees to comply therewith, NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows Definition and Ownership of Improvements 1 he improvements include but are not limited to the grading, paving, construction of curbs and gutters, storm drains and sanitary sewers, water lines, utilities, street lights and all appurtenant facilities associated with the Project that are shown in the plans, profiles and specifications that have been prepared by Developer and approved by City, and which are described in Exhibit "A All Improvements constructed of I \ca\dpn\Agreements\Final Improvement Agreement IA 4 I CRA 894 doc IA 4 1 (9/18) installed pursuant to this Agreement shall become the property of City, without payment therefor, upon acceptance of those Improvements by City 2 Time for Completion Construction of the Improvements shall be completed within twelve (12) months from the Effective Date of this Agreement In the event Developei fails to complete construction of the Improvements within that time period, City may require Developer's surety to complete the Improvements, 01 City may complete construction of the Improvements and recoup its expenses for such work from Developer, 01 Developers surety, as hereaftei provided 3 Developer's Obligations to Construct improvements Developet shall A Complete the Improvements, at Developer's expense, in conformance with approved Improvement plans, provided, however, that the Improvements shall not be deemed to be completed until accepted by City as provided foi in Section 18 hereof B Furnish at Developer's expense the necessary mates rats, provisions and other supplies or equipment used for the Improvements, and a payment bond with respect to such woik 01 labor for the completion of the improvements in conformity with the Improvement Plans C Acquire and dedicate all rights-of-way, easements, and other interests in real property for construction and installation of the improvements, of pay the cost of acquisition incurred by City All rights-of-way, easements and other interests in real property shall be free and cleat of liens and encumbrances The Developer's obligations with regard to acquisition by City of off-site rights-of-way, easements and other interests in real property shall be the subject of a separate agreement between Developer and City Developer shall also be responsible fol obtaining any public, 01 pi ivate sanitary sewer, drainage, and/ot utility easements of authoi ization to accommodate the Project D Commence construction of the hnprovements by the time established in Section 25 of this Agreement and complete the Improvements as required by Section 2, above, unless a time extension is granted by City 4 Acquisition and Dedication of Property If any of the Improvements contemplated by this Agreement are to be constructed or installed on property not owned by City or Developer, no construction or installation shall be commenced before A the offer of dedication to City of appropriate rights-of-way, easements or other interests in real property, and appropriate authoi ization from property owner to allow construction or installation of the Improvements, 01 B The dedication to, and acceptance by, City of appropriate rights-of-way easements of other interests in real property, as determined by the Municipal Utilities and Engineering Director, 01 2 L \ca\d.im\Agreements\I-inal Improvement Agreement IA 4 1 CRA 894 doe IA 4 1 (9/18) C The issuance by a court of competent jurisdiction pursuant to the State Eminent Domain Law of an order of possession Developet shall comply in all respects with the order of possession Nothing in this Section shall be construed as authorizing or granting an extension of time to Developet 5 Secui ity Developer shall at all times guarantee Developer's performance by furnishing to City and maintaining good and sufficient security on forms approved by City for the purposes and in the amounts as follows A To assure faithful performance of this Agreement in an amount of 100% of the estimated cost of the Improvements, and I3 To secure payment to any contractor, subcontractor, person renting equipment, or furnishing labor and mater gals for the Improvements, a bond in the amount of 1 00% of the estimated cost of the Improvements, and C To guarantee or warrant the Improvements for a petiod of one (1) year following acceptance thereof by City against any defective work 01 labor done or defective materials furnished in the additional amount of 25% of the estimate cost of the Imps ovements D Good and sufficient security in the amount of 100% of the estimated cost of setting Project monuments as stated previously in this Agreement in Section 3(e) rot a period of one year plus thirty (30) days from acceptance of the Improvements by City's Municipal Utilities and Engineering Director The securities required by this Agreement shall be kept on file with the City Clerk The terms of the secuuty documents referenced in this Agreement are incorporated into this Agreement by this reference If any security is replaced by another approved secuuty, the replacement shall (1) comply with all the requirements for secui ity in this Agreement, (2) be provided to the City Engineer for filing with the City Clerk, and upon filing (3) be deemed to have been made a part of and incorporated into this Agreement Upon provision of a replacement secuuty with the City Engineer and filing of a replacement secui ity with the City Clerk, the former security may be released 6 Alterations to Improvement Plans A Any changes, alterations 01 additions to the improvement plans, not exceeding 10% of the original estimated cost of the Improvements, which are mutually agreed upon by City and Developet shall not relieve the improvement security given for faithful performance of this Agreement In the event such changes, alterations or additions exceed 10% of the original estimated cost of the Improvements, Developer shall provide improvement security for faithful performance as required by Section 5 of this Agreement foi 100% of the total estimated cost of the Improvements as changed, altered or amended, minus any completed partial releases allowed by Section 8 of this Agreement 3 L \ca\dpn\Agreements\Final Improvement Agreement IA 4 1 CRA 894 doe IA 4 1 (9/18) B Developer shall construct the Improvements in accordance with City standards in effect at the time of the Effective Date of this Agreement City reserves the right to modify the standards applicable to the Project and this Agreement when necessary to protect the public safety 01 welfare or comply with applicable Federal or State law, or City ordinances if Developer requests and is granted an extension of time foi completion of the Improvements, City may apply the standards in effect at the time of the extension 7 Inspection Developei shall at all times maintain propel facilities and safe access for Inspection of the Improvements by City inspectors and to the shops wherein any woik is in preparation Upon completion of the Improvements Developet may request a final inspection by the City Engineer 01 the City Engineers authorized representative If the City Engineer, 01 the City's designated representative, determines that the work has been completed in accordance with this Agreement, then the designated representative shall certify the completion of the Improvements to the Municipal Utilities and Engineering Director/City Engineer No Improvements shall be finally accepted unless all aspects of work have been inspected and completed in accordance with the Improvement plans When applicable law requires an inspection to be made by City at a particular stage of the work of constructing and installing such Improvements, City shall be given timely notice of Developer's readiness for such inspection and Developei shall not proceed with additional woik until the inspection has been made and the work approved Developer shall beat all costs of inspection and certification No Improvements shall be deemed completed until acceptance by the City 8 Release of Securities The securities required by this Agreement shall be released as follows A Security given for faithful performance of any act, obligation, work 01 agreement shall be released upon the final completion and acceptance of the act or work, subject to the provisions of subsection b hereof B City may release a portion of the security given for faithful performance of Improvement work as the Improvement progresses upon application thereof by Developet, provided, however, that no such release shall be for an amount less than 25% of the total Improvement security given for faithful performance of the Improvement work and that the security shall not be reduced to an amount less than 50% of the total improvement seem ity given for faithful performance until final completion and acceptance of the Improvements In no event shall the City Engineer authorize a release of the Improvement secui rty which would reduce the secur ay to an amount below 125% of that required to guarantee completion for the Improvement work and any other obligation imposed by this Agreement C Security given to secure payment to the contractor, subcontractors and to persons furnishing labor, mateiials or equipment shall, at six (6) months after the completion and acceptance of the work, be reduced to an amount equal to no less than 125% of the total claimed by all claimants for whom liens have been filed and of which notice has been given to City, plus an amount reasonably determined by City to be required to assure the performance of any other 4 L \ca\dim\Agreements\I'nal Improvement Agreement IA 4 1 LRA 894 doc IA 4 1 (9/18) obligations secured by the security The balance of the security shall be released upon the settlement of all claims and obligations for which the secut'ty was given D No security given for the guarantee oi warranty for work shall be released until the expiration of the warranty pet and until any claims filed dui mg the wairanty period have been settled As provided in Section 12, the warranty per rod shall not commence until final acceptance of the Improvements by City F City may retain from any security released, an amount to sufficiently cover costs and reasonable expenses and fees, including reasonable attorneys fees 9 Injury to Improvements, Public Property 01 Public Utilities' Facilities A Developei shall replace or repair, or have replaced of repaired, as the case may be, all public Improvements, public utility facilities and surveying or Project monuments which are destroyed o' damaged as a result of any woik under this Agreement Developei shall beat the entire cost of replacement or repairs of any and all public, or public utility, property damaged or destroyed by reason of any woik done under this Agreement, whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, oi by City 01 any public 01 private utility corporation or by any combination of such owners Any repau or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer E3 Until such time as the improvements are accepted by City, Developer shall be responsible for, and beat the tisk of loss to, all of the Improvements Until all Improvements required by this Agreement ate fully completed and accepted by City, Developei shall be responsible for the care, maintenance of, and any damage to such Improvements City shall not, not shall any office' or employee thereof, be liable to 01 responsible for any accident, loss or damage, regardless of cause, happening or occurting to the Improvements required by this Agreement pt tot to the completion and acceptance of the improvements All such t isks shall be the responsibility of. and are hereby assumed by, Developei 10 Permits Developer shall at Developer's expense, obtain all necessary permits and licenses for the construction and installation of the Improvements, and give all necessary notices and pay all fees and taxes required by law 11 Default of Developer A Default of Developer shall include, but not be limited to (1) (2) (3) (4) Developer's failure to timely commence construction of the Improvements, Developer's failure to timely complete construction of the Improvements, Developer's failure to timely cure any defect in the Improvements, Developer's failure to perform substantial construction work for a period of twenty (20) calendar days after commencement of the work, 5 1 \ca\dim\Agreements\I final Improvement Agreement IA 4 1 CRA 894 doc IA 4 I (9/18) Developei's Insolvency, appointment of a receive', 01 the filing of anv petition in bankruptcy, either voluntary or involuntary, which Developer falls to discharge within thirty (30) days, The commencement of a foreclosure action against the Project or a portion thereof, 01 any conveyance in lieu 01 in avoidance of foreclosure, o' Developer's failure to perform any other obligation under this Agreement B City reserves to itself all remedies available to it at law or in equity foi breach of Developer's obligations undei this Agreement City shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate City's damages in the event of default by Developer The right of City to draw upon or utilize the security Is additional to and not in lieu of any other remedy available to City It is specifically recognized that the estimated costs and security amounts may not reflect the actual cost of construction or installation of the Improvements and, therefore, City's damages for Developer's default shall be measured by the cost of completing the required Improvements The sums provided by the Improvement secui ity may be used by City for the completion of the Improvements in accordance with the Improvement plans contained herein C In the event of Developer's default undei this Agreement, Developer authorizes City to perform such obligation twenty (20) days aftei mailing written notice of default to Developer and Developer's surety, and agrees to pay the entire cost of such performance by City City may take over the work and prosecute the same to completion, by contract of by any other method City may deem advisable, for the account and at the expense of Developer, and Developer's surety shall be liable to City for any excess cost of damages occasioned City thereby In such event, City, without liability for so doing, may take possession of, and utilize in completing the work, such mateiials, appliances, plants and other property belonging to Developer as may be on the site of the work and necessary for performance of the work D Failure of Developer to comply with the terms of this Agreement shall constitute consent to the filing by City of a notice of violation against all lots in the Project, or to rescind the approval 01 otherwise revert the Project to acreage The remedy provided by this subsection is in addition to, and not in lieu of, other remedies available to City Developer agrees that the choice of remedy or remedies for Developer's breach shall be in the discretion of City E In the event Developer fails to perform any obligation hereunder, Developer agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including but not limited to fees and charges of architects, engineers, attorneys other professionals and court costs F The failure of City to take enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default 01 breach 01 any subsequent default or breach of Developer 12 Warranty Developer shall guarantee or warrant the Improvements for a period of one (1) year after acceptance of the Project by City against any defective work or labot done or 6 I \ca\dim\Agreements\Final Improvement Agreement IA 4 I CRA 894 doc IA 4 1 (9/18) defective materials furnished If within the warranty pet rod any work or improvement, or part of any work or Improvement done, furnished, installed or constructed by Developet fails to fulfill any of the requirements of this Agreement or the Improvement plans or specifications referred to herein, Developet shall without delay and without cost to City repair 01 replace or reconstruct any defective of otherwise unsatisfactory part 01 parts of the work or structure Should Developei fail to act promptly in accordance with this requirement, Developet hereby authorizes City, at City's option to perform the work twenty (20) days after mailing written notice of default to Developet and to Developer's surety, and agrees to pay the cost of such work by City Should City determine that an urgency requires repairs or replacements to be made before Developer can be notified, City may, in its sole discretion, make the necessary repau or replacement 01 perform the necessary work and Developer shall pay to City the cost of such repaus 13 Developer Not Agent or Employee of City Neither Developer not Developers agents, contractors 01 subcontractors are or shall be considered to be agents or employees of City in connection with the performance of Developer's obligations under this Agreement 14 Environmental Warranty Prior to the acceptance of any property dedications oi Improvements by City, Developer shall certify and warrant that, except as disclosed in the Removal Action Work Plan ('RAW") dated November 7, 2018 with respect to the Project, neither the property to be dedicated nor Developer are in violation of any environmental law and neither the property to be dedicated nor the Developei are subject to any existing, pending, 01 threatened investigation by any federal, state or local governmental authority cinder or in connection with environmental law Neither Developer nor any third party will use, generate, manufacture, produce, 01 release, on, under, 01 about the property to be dedicated, any hazardous substance except in compliance with all applicable environmental laws Developer has not caused 01 permitted the release of, and, except as disclosed in the RAW, has no knowledge of the release oi presence of, any hazardous substance on the property to be dedicated 01 the migration of any hazardous substance from 01 to any other property adjacent to, or in the vicinity of, the property to be dedicated Developer's prior and present use of the property to be dedicated has not resulted in the release of any hazardous substance on the property to be dedicated Developer shall give prompt written notice to City at the address set forth herein of A Any proceeding or investigation by any federal, state or local governmental authority with respect to the presence of any hazardous substance on the property to be dedicated 01 the migration thereof from or to any other property adjacent to, 01 in the vicinity of, the property to be dedicated, B Any claims made 01 threatened by any third party against City 01 the property to be dedicated relating to any loss or injury resulting from any hazardous substance, and C Developer's discovery of any occurrence o1 condition on any property adjoining in the vicinity of the property to be dedicated that could cause the property to be dedicated 01 any part thereof to be subject to any restrictions on its ownership, occupancy, use fol the purpose for which it is intended, transferability or suit under any environmental law 7 L \ca\dim\Agreements\i mal Improvement Agreement IA 4 1 CRA 894 doc IA 4 1 (9/18) 15 Other Agreements Nothing contained in this Agreement shall preclude City from expending monies pursuant to agreements concurrently 01 previously executed between the Parties, or from entering into agreements with othei Developers foi the apportionment of costs of the improvements pursuant to the provisions of City ordinances providing therefor, nor shall anything in this Agreement commit City to any such apportionment 16 Developers Obligation to Warn Public Duling Construction Until final acceptance of the Improvements, Developer shall give good and adequate warning to the public of each and every dangerous condition existent in said Improvements, and will take reasonable actions to protect the public from such dangerous condition 17 Vesting of Ownership Upon formal final acceptance of Improvements by City, ownership of the Improvements constructed pursuant to this Agreement shall vest in City 18 Final Acceptance of Work Acceptance of work on behalf of City shall be made by the Municipal Utilities and Engineering Director after final completion and inspection of all Improvements Such acceptance shall not constitute a waiver of defects by City 19 Compliance with Laws Developer and its agents, employees, contractors and subcontractors shall comply with all applicable Federal, State and local rules, laws and regulations in constructing the improvements and including, but not limited to, all applicable Laboi Code laws 20 Insurance A Developer's Insurance to be Pi imary All insurance required by this Agreement is to be maintained by Developei foi the duration of this Agreement and shall be pi imary with respect to City and non -conte ibuting to any insurance or self-insuiance maintained by City Developer shall provide City with Certificates of Insurance evidencing such insurance within fifteen (15) days of the Effective Date of this Agreement B Worker's Compensation and Employer's Liability Developei shall have Worker's Compensation and Employer's Liability insurance in force throughout the duration of this Agreement in an amount which meets statutory requirements Developer shall execute and provide City with Exhibit "B" entitled 'Workers' Compensation insurance Certification,' which is attached hereto and incorporated herein by this reference C Comprehensive General Liability Insurance Developer shall secure and maintain in force throughout the duration of the Agreement comprehensive general liability insurance covering all woik under this Agreement, including woik done by subcontractors, with carriers acceptable to City Minimum coverage of one million dollars ($1 000,000) pet occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and the insurance policy shall 8 [ \ca\dim\Agreements\I-mal Improvement Agreement IA 4 1 CRA 894 dot_ IA 4 1 (9/18) include a provision prohibiting modification of the coverage limits or cancellation of said policy except upon thirty (30) days prior written notice to City D Business Auto Liability Insurance Developer shall have business auto liability coverage, with minimum limits of one million dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Developer owned vehicles used on the Project, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of the coverage limits or cancellation of said policy except upon thirty (30) days prior written notice to City 21 Indemnity/Hold Harmless A City and any official or employee thereof shall not be liable for any injury to peisons of property occasioned by reasons of the acts or omissions of Developet, its agents, employees, contractors and subcontractors in the performance of this Agreement Developei further agrees to protect, defend, indemnify and hold harmless City, and its officials and employees from any act or omission by developer or its employees or agents, in connection with the work performed pursuant to this Agreement except foi all claims, losses, damages, causes of action, mimics and/or liabilities to City and/oi third parties caused by the active negligence o1 City this indemnification and Agreement to hold harmless shall extend to injuries to persons and damages of taking of property resulting from the design or construction of the Subdivision, and the public Improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public Improvements Acceptance by City of the Improvements shall not constitute an assumption by City of any responsibility for any damage 01 taking covered by this Section City shall not be responsible for the design or construction of the property to be dedicated or the Improvements pursuant to the Improvement plans, regardless of any negligent action or inaction taken by City in approving the plans, unless the particular Improvement design was specifically required by City over written objection by Developei submitted to the City Engineer before approval of the particular Improvement design, which objection indicated that the particular improvement design was dangerous of defective and suggested an alternative safe and feasible design B After acceptance of the Improvements, Developet shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, however, Developei shall not be responsible for routine maintenance 'The provisions of this paragraph shall remain in full force and effect fot ten (10) years following the acceptance by City of the Improvements It is the intent of this section that Developer shall be responsible tot all liability for design and construction of the Improvements installed 01 work done pursuant to this Agreement and that City shall not be liable foi any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, 01 inspecting any work of construction [he Improvement security shall not be required to cover the provisions of this paragraph 9 1 \caAdim\Agreements\Final Improvement Agreement IA 4 I CRA 894 doc IA 4 1 (9/18) C Developer shall reimburse City fot all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys and other professionals, and court costs) incurred by City in enforcing the provisions of this section D In the event City tenders defense and indemnification pursuant to the provision set forth in subsection (a) above, and Developei wrongfully delays acceptance of the tender of the indemnification beyond the date specified in the tendet of defense and indemnification demand, and based on City's costs necessitated by having to undertake its own defense and utilize the services of its own employees in the defense of any such claim, Developer shall be charged two hundred fifty ($250) dollars per day from the date tender should have been accepted until the date tendet is finally accepted to reimburse City for all of its defense related expenses. including the value of all time required by City employees to defend City eluting the time that tender should have been but was not accepted 22 Personal Nature of Developer's Obligations All of Developei s obligations under this Agreement are and shall remain the personal obligations of Developer nom ithstanding a transfer of all or any part of the property within the Project subject to this Agreement, and Developer shall not be entitled to assign its obligations under this Agreement to any transferee of all or any part of the property within the Project 01 any other third party without the express written consent of City 23 Sale or Disposition of Project Developei may request a novation of this Agreement and a substitution of security Upon approval of the novation and substitution of securities, Developet may request a release or reduction of the secuuties required by this Agreement Nothing in the novation shall relieve Developer of the obligations under Section 22 for the work 01 Improvements done by Developet 24 Time is of the Essence Time is of the essence in the performance of this Agreement 25 Time for Commencement of Work, Time Extensions Developer shall commence construction of the improvements required by this Agreement not later than three (3) months after the Effective Date of this Agreement In the event good cause exists as determined by the Municipal Utilities and Engineeting Director, the time for commencement of construction 01 completion of the Improvements hereunder may be extended for a pet rod not exceeding a total of two additional years The extension shall be in writing and executed by the Municipal Utilities and Engineering Director Any such extension may be granted without notice to Developet's surety and shall not affect the validity of this Agreement or release the surety or sureties on any security given fot this Agreement The Municipal Utilities and Engineering Directoi shall be the sole and final judge as to whether 01 not good cause has been shown to entitle Developer to an extension Delay, other than delay in the commencement of work, resulting from an act of City, act of God, by storm or inclement weather, strikes, boycotts or similar political actions which prevent the conducting of work, which Developer could not have reasonably foreseen. and furthermore was not caused by or contributed to by Developer, shall constitute good cause fot and extension of the time for completion As a condition of such extension, the Municipal Utilities and Engineering Director may require Developet to furnish new security guaranteeing 10 L \caAdim\Agreements\Final Improvement Agreement IA 4 1 CRA 894 doe. IA 4 1 (9/18) performance of this Agreement, as extended, in an increased amount to compensate for any Increase in construction costs as determined by the Municipal Utilities and Engineering Directoi 26 Certificate of Satisfaction The City Manager may, upon the determination of the Municipal Utilities and Engineering Director that Developer has fully satisfied the obligations secured by this Agreement, at the request of Developer, execute and record a Certificate of Satisfaction in the official records of the County of San Bernardino evidencing Developer's compliance with, and satisfaction of, all obligations under this Agreement Developei shall be responsible for the payment of all City costs associated with the preparation and recordation of such a certificate 27 No Vesting of Rights Performance by Developer of this Agreement shall not be construed to vest Developer's rights with respect to any change in any zoning or building law or ordinance 28 Notices Any notice or other communication required, of which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight cour ret, of (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a party may provide notice in accordance with this section Notice to C y Notice to Developer Municipal Utilities and Engineering Department Director City of Redlands PO Box 3005 Redlands, CA 92373 Justin Harvey CIVI V — CA B02, LLC One Beacon Street, Suite 2800 Boston, MA 02108 29 Severability The provisions of this Agreement are severable If any portion of this Agreement is held invalid by a court of competent jutisdiction, the remainder of this Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the Parties 30 Captions 'The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, limit, exemplify, or aid in the interpretation, construction 01 meaning of any provisions of this Agreement 11 I \ca\dim\Agreements\Final Improvement Agreement IA 4 1 CRA 894.doc IA 4 1 (9/18) 31 Litigation In the event that any action is commenced to enforce of interpret the terms of this Agreement the prevailing Party shall, in addition to costs and other relief, be entitled to litigation costs and reasonable attorneys' fees, including fees for use of in-house counsel by a Party 32 Incorpoiation of Recitals The recitals to this Agreement are hereby uncorporatcd into the terms of this Agreement 33 Entire Agreement This Agreement constitutes the entire agreement of the Parties with respect to its subject matter All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the Parties 34 Interpretation This Agreement shall be governed by and construed in accordance with the laws of the State of California 35 Julisdiction Jurisdiction of all disputes ovet the terms of this Agreement shall be in the County of San Bernardino, State of California IN WI FNESS WHEREOF, this Agreement is executed by the Parties as of its Effective Date DEVELOPER CIVF V — CA I B02, LLC, a Delaware limited liability company, By Justin Hrvey, Se'ior Vice President ATTEST ne Donaldson, City Clerk (Notary attachment and proof of author ization for all signatures required and must be attached) 12 L \ca\djm\Agreements\['final Improvement Agreement IA 4 I CRA 894.doc CITY OF REDLANDS By 1{c McConnell, Acting City Manager CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 v t �m^R • sv WitiisameRVA0^ Ywr. a a clfh'.d 4!a a s. eAWitt a!A<. sv$' A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of ) cid On ? c, before me, Date personally appeared fG(Lf (1 1, II c_ I (. 7 i 1 e Here Insert Name and Title of the Officer anr� j e(-hne Dor'(-id c'o Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct BRENDA BOON 27174.` Commissions 2148092 •v Notary Public California San Bernardino County is ~ My Comm Expires Mart 3 2020 Place Notary Seal Above WITNESS my hand and official seal Signature OPTIONAL Signature of Notaty Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Puh! I n rc. em, . f A ° Document Date Number of Pagest 14 CrSigner(s) Other Than Named Above 73,_, Capacity(ies) Claimed by Signer(s) Signer's Name j r1 c I i` , n e 14 ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator I Other /vc+ , C,k M ��� j,,r Signer Is Representing C, Jr y C Kr ci IKr, ;4r 1'711:4 _rvzv Signer's Name 'Ln ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact Cl Trustee ❑ Guardian or Conservator • Other C -d -v Clerk Signer Is Representing efk?-fAa:9vdV 4 .."40.� d. 'Afe;4 �6 ©2014 National Notary Association • www NationalNotary org 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public 01 other office' completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, 01 validity of the document State of Massachusetts County of Suffolk On FEBRL R f 5,. before me, DATE i ESI (i4N2E iNia-L-L-stoit-lSooN1 Notary Public, NAME, TITLE OF OFFICER Personally appeared JL5Ta--t,S-E-1Ap_v�.�{ NAME(S) OR SIGNER(S) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hei/the'' authorized capacity('es), and that by his/her/then signature(s) on the instrument the person(s), o' the entity upon behalf of which the person(s), acted, executed the instrument I certify uncle' PENALTY OF PERJURY under the laws of the State of Massachusetts that the foregoing paragraph is true and correct Witness my hand and official seal SIGNATUROF NOTARY PUBLIC STEPHANIE WILLIAMSON Notary Public Commonwealth of Massachusetts My Commission Expires May 23, 2025 IA 4 I (9/18) CI I Y OF REDLANDS PUBLIC IMPROVEMENT AGREEMEN F EXHIBIT "A" CRA NO 894 The following plans are on file in the office of the Municipal Utilities and EngineeLing Department (MUED) Descuption Drawing No No of Sheets Street Improvements 2272-S1 06 Street Light Improvements 2272 -SL 01 1 raffle Striping Improvements 2272 -TS 01 Street Tree Planting 2272 -TP 01 Non -Potable Water Improvements NP -00087 02 13 L \ca\dpn\Agreements\Final Improvement Agreement IA 4 1 CRA 894 doc IA 4 1 (9/18) EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one 01 more of the following ways (a) By being insured against liability to pay compensation by one of more Insurers duly authorized to write compensation insurance in this State (b) By smiting from the Director of Indust' 'al Relations, a certificate of consent to self insure, either as an individual employe', or as one employe' in a group of employers, which may be given upon furnishing proof satisfactory to the Directot of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his o' het employees CHECK ONE am aware of the provisions of Section 3700 of the Laboi Code which requires every employe' to be insured against liability for Wotkers' Compensation of to undertake self- insurance in accordance with the provisions of that Code, and 1 will comply with such provisions before commencing the pet formance of the work and activities required 01 permitted uncle' this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, 1 shall not employ any person in any manner such that 1 become subject to the workers' compensation laws of California However, at any time, if I employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers" compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct CIVF — CA1 B02, LLC, a Delaware limited liability company Date By Justin f-1arv&V, =n101 Vice President 14 L \ca\d,lm\Agreements\I final Improvement Agreement IA 4 1 CRA 894 doL BOND NO. 800009757 FAITHFUL PERFORMANCE BOND t3D82 Whereas, the City of Redlands ('`City"), State of California, and CIVF V --CA 1 B02, LLC, a Delaware limited liability company, (hereinafter designated as "Principal") have entered into an agreement dated February 19, 201 9 ("Agreement), which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements (the "Work") for CRA No. 894, and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to furnish a good and sufficient Faithful Performance bond with the City for the faithful performance of the Agreement, Now, therefore, we, Principal and the undersigned, as corporate Surety, are held and firmly hound unto the City in the penal sum of three hundred two thousand three hundred fifteen dollars ($302 315) lawful money of the United States, for the payment of which sum we bind ourselves, and our heirs, successors, executors and administrators, Jointly and severally, firmly by these presents The condition of this obligation is such that if the above bounded Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Agreement and any alteration thereof made as therein provided, on his or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall faithfully fulfill the one-year guarantee ofall materials and workmanship, and shall defend, indemnify and save harmless the City and its elected officials, officers, agents and employees, as therein stipulated, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligations, all to be taxed as costs and included in the judgment rendered As a condition precedent to the satisfactory completion of the Agreement, the aboNe obligation shall hold good fora period of one (I) year or longer if required by the Agreement after the acceptance of the Work by the City, during which time if Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage made evident during this period from the date of completion of the Work, and resulting from or caused by defective materials or faulty workmanship, the above obligation in penal sum thereof shall remain in full force and effect. The obligations of Surety hereunder shall continue so long as any obligation of Principal remains Whenever Principal shall be, and is declared by the City to be, in default under the Agreement, the City having performed the City obligations thereunder, the Surety shall promptly L lea\\dim4Ag eemcns\Fmdhfui PcrformoncL Bond BD 8 n CRA No 894 Jac remedy the default, or shall promptly, at the City's option Complete the Agreement in accordance with its terms and conditions, or 2 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions. and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Work Tess the balance of the Agreement price, but not exceeding, including other costs and damages for which Surety may be liable hereunder, the amount set forth above The term "balance of the Agreement price," as used in this paragraph, shall mean the total amount payable to Principal by the City under the Agreement and any modifications thereto, less the amount previously properly paid by the City to Principal Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations to the event of default by Principal Surety shall not utilize Principal in completing the Work nor shall Surety accept a bid from Principal for completion of the Work if the City, when declaring Principal in default, notifies Surety of the City's objection to Principal's further participation in the completion of the Work No right of action shall accrue on the bond to or for the use of any person or corporation other than the Citi named herein or the successors or assigns of the City Any suit under this bond must be instituted within the applicable statute of limitations period Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the specifications No final settlement between the City and Principal shall abridge the right of any beneficiary hereunder whose claim may be unsatisfied. Principal and Surety agree that if the City is required to engage the services of any attorney in connection with the enforcement of this bond, each shall pay the City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum. 2 djm\Agreements Faithful Performance Bond BD 8 2 CRA No 894 doc BD 8 2 In witness whereof, this instrument has been duly executed by Principal and Surety above named, on 541* F414%, , 2019 (SEAL) CIVF V — CA B02, LLC, a Delaware limited liability company (Pnncipal) (Signature) in Mary y, Senior Vice President (Seal and Notarial Acknowledgment of Surety) BARBARA M. PATTON NOTARY PUBUC 0010,100FAlli OF MASSACI4U3STS My Comm. Expiree© July 11, 2019 (SEAL) Atlantic Specialty Insurance Company (Surety) (Signature) Gail M Perrin, Attorney -in -Fact Address 711 E Main St. - Ste 201 at-hiciipeei MA 01020 Telephone (413) 3 L Ica\dimlAgreements,Fanhful Performance Bond BD 82 CRA No 894 doc BOND NO. 800009757 LABOR AND MATERIAL BOND Whereas, the City Council of the City of Redlands ("City"), State of California, and CIVF V — CA I B02, LLC, a Delaware limited liability company, (hereinafter designated as "Principal") have entered into an agreement dated February 19, 2019 ("Agreement"), which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements ("Work") for CRA No 894, and Whereas, under the terms of the Agreement, Principal is required, before commencing the performance of the Work, to file a good and sufficient Labor and Material bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California, Now, therefore, Principal and the undersigned, as Surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men, and other persons employed in the performance of the Agreement and referred to in the aforesaid Civil Code the sum of one hundred fifty one thousand one hundred fifty eight dollars ($151,158) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to the Work or labor, that said Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terns of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition L co\dim Agresments`Labor and iMiaierial Bond BD 8 1 CRA No 894 doc In witness wher named, on I3D I of, this instrument has been duly executed by Principal and Surety above , 2019 (SEAL) CIVF V - CAI B02, LLC, a Delaware limited liability company (Principa (Signatu Justin arvey, Senior Vice Presiden (Seal and Notarial Acknowledgment of Surety) q -^S.'",,.."....'",410,0".00.‘"NZ1..ntiN.... • BARBARA M. PATTON NOTARY PUBUC COMMIE/01 OF MACHUSETTS My Comm Expires July 11, 2010 (SEAL) Atlantic Specialty Insurance Company (Surety) BY. (Signature) Gail M Perrin, Attorney -in -Fact Address. 711 E Main St. Ste 201, Chicopee, MA 01020 Telephone(413) 750-4295 2 L kaklim,Agreements`tabor and Material Bond BD•8 I CRA No 894 dot One Beacon ra S U R A N C E GROUP KNOW ALL MEN BY THESE PRESENTS, that ATLANTIC SPECIALTY INSURANCE COMPANY, a New York corporation with its principal office in Plymouth Minnesota does hereby constitute and appoint Gail M Perna, Shelly L Andrade, Steven Vitorino, each Individually if there be more than one named, Its true and lawful Attorney in Fact, to make, execute, seal and dehver, for and on its behalf as surety, any and ail bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof provided that no bond or undertaking executed under this authority shall exceed in amount the sum of sixty million dollars (S60,000,000) and the execution of such bonds, recogtuzances, contracts of indemnity, and all other writings obligatory in the nature thereof in pursuance of these presents, shall be as binding upon said Company as If they bad been fully signed by an authorized officer of the Company and sealed with the Company seal This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty fifth day of September, 2012 Resolved That the President, any Senior Vice President or Vice -President (each an Authorized Officer") may execute for and in behalf of the Company any and all bonds, recognizances, contracts of indemnity and all other writings obligatory in the nature thereof and affix the seal of the Company thereto, and that the Authorized Officer may appoint and authonze an Attorney -m Fact to execute on behalf of the Company any and all such instruments and to affix the Company seal thereto, and that the Authorized Officer may at any time remove any such Attomey in Fact and revoke all power and authority given to any such Anomey in Fact Resolved That the Anomey in Fact may be given full power and authority to execute for and In the name and on behalf of the Company any and all bonds recognizances contracts of indemnity, and all other writings obUgatory in the nature thereof, and any such instrument executed by any such Attorney In Fact shall be as binthng upon the Company as if signed and sealed by an Authorized Officer and further, the Anomey in Fact is hereby authorized to venfy any affidavit required to be attached to bonds, recognrzances, contracts of indemnity, and all other writings obligatory in the nature thereof This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty fifth day of September, 2012 Resolved That the signature of an Authonzed Officer, the signature of the Secretary or the Assistant Secretary and the Company seal may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing an Attorney in Fact for purposes only of executing and sealing any bond, undertaking, recognizance or other wntten obligation In the nature thereof and any such signature and seal where so used being hereby adopted by the Company as the original signature of such officer and the onginal seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed IN WITNESS WHEREOF, ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company to be affixed this eighth day of December, 2014 STATE OF MINNESOTA HENNEPIN COUNTY .0 14 1 N$tjq \a4 `tik?O , IA .; SEAL T1 _`. 1986 o 'o f4- 1; " By Paul J Brehm, Senior Vice President On this eighth day of December, 2014, before me personally came Paul J Brehm, Senior Vice President of ATLANTIC SPECIALTY INSURANCE COMPANY, to me personally known to be the individual and officer described In and who executed the preceding instrument and he acknowledged the execution of the same and being by me duly sworn, that he is the said officer of the Company aforesaid and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the signature as such officer was duly affixed and subscnbed to the said instrument by the authority and at the direction of the Company 4 TARA JANELLE STAFFORD NOTARY PUBLIC MINNESOTA My Comm 'ssttxl Expires January 31, 2020 Notary Public 1, the undersigned, Assistant Secretary of ATLANTIC SPECIALTY INSURANCE COMPANY, a New York Corporation, do hereby certify that the foregoing power of attorney Is in hill force and has not been revoked, and the resolutions set forth above are now In force Signed and sealed Dated 5th day of February , 201.9 This Power of Attorney expires October 1 2019 James G Jordan Assistant Secretary